CitroTech Clears Out Series A Preferred Stock in Exchange for New Convertible Shares
A future stock issuance to one investor could be accelerated if a designated director joins the board or the company changes hands.
June 4, 2026
CitroTech Inc. has wiped its outstanding Series A preferred stock off the books through a pair of exchange agreements struck with the holders of those shares, the company disclosed in a report to securities regulators.
The Wyoming-incorporated business, which trades on the NYSE American exchange under the ticker CITR and is based in Greenwood Village, Colorado, said it signed Stock Exchange and Stockholders Agreements on May 28, 2026. Under those deals, CitroTech reacquired roughly 1.67 million shares of its Series A preferred stock. Once the transactions closed, none of that class remained outstanding.
A new class of convertible shares
In place of the retired shares, the company turned to a newly designated class of convertible preferred stock. The issuances break down as follows:
- 103,558 shares of Series C convertible preferred stock issued to BoltRock Holdings, LLC at closing.
- 467,012 shares of the same Series C stock committed to TC Special Investments LLC, scheduled for delivery 18 months after closing.
The larger block could be issued sooner if CitroTech undergoes a change of control. Notably, the agreement with TC Special Investments treats the appointment of Theodore S. Ralston to the company’s board as one such triggering event.
Investor protections built into the deal
Beyond the share mechanics, the agreements carry a set of safeguards for the participating holders, including:
- The right to designate a director or place an observer on the board for as long as each holder retains a 10 percent stake.
- Registration rights covering the Series C shares.
- For BoltRock Holdings specifically, limited consent rights spanning a defined window after closing.
Issued without registration
CitroTech said the new shares were issued without registration under federal or state securities laws, relying instead on the private-placement exemption provided by Section 4(a)(2) of the Securities Act. The full agreements were furnished as exhibits accompanying the report.
